|
|
Pinnacle takes shareholding in Explix to 50%
Pinnacle has entered into an agreement with ITCM Channel Management (Pty) Ltd (ITCM), in terms of which Pinnacle will acquire 50% of ITCM`s shares in Explix Technologies (Pty) Ltd (representing 15% of the total issued share capital of Explix), and 50% of ITCM`s claims against Explix (together referred to as `additional Explix equity`). Pinnacle currently holds 35% of the total issued share capital of Explix and the acquisition will result in Pinnacle increasing its shareholding in Explix to 50%.
Significant terms of the acquisition
- Pinnacle will acquire, subject to conditions precedent and with effect from 1 July 2004 (`effective date`), the additional Explix equity from ITCM for a purchase consideration of R9 305 025 in aggregate, payable in cash as follows: The purchase price in respect of 50% of ITCM`s claims against Explix shall be an amount equivalent to the face value thereof, limited to R3 169 710, payable on completion of the acquisition; The purchase price in respect of 50% of ITCM`s shares in Explix shall be paid as follows: - R430 290 on completion of the acquisition; - R2 163 975, or such adjusted amount, on 30 September 2005; - R3 541 050, or such adjusted amount, on 30 September 2006; and - An additional amount, if any, on 30 September 2006.
- Pinnacle shall use its best endeavours to conclude an empowerment transaction with a suitable black economic empowerment partner which, together with the existing black shareholders of Pinnacle, will own a 25,1% shareholding in Pinnacle.
- In the event that Pinnacle, within a period of 18 months from the effective date, concludes an agreement to acquire the 50% shareholding in Explix that it does not already own, if so required by ITCM, it will amend the provisions of the acquisition to mirror those of the future transaction.
- ITCM warrants to Pinnacle that they are the sole registered and beneficial owner of the additional Explix equity, that the additional Explix equity subject to any encumbrances and that no person will have been granted the to acquire it. Save for these warranties provided, the acquisition has be effected voetstoots.
Financial effects
The pro forma financial effects of the acquisition on the earnings, headline earnings, net asset value and net tangible asset value of Pinnacle are not significant (significant being defined by the Listings Requirements as less than 3%).
|
|
Click here for original article
|
| |
| |
|
| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
| |
|
|
